Last revised: 9th of March, 2019
Effective date: 8th of April, 2019
The Developer License ("License"
) is made between you (an individual or an entity) ("You"
) and Okwo Labs ("We"
), unregistered company in Poland and governs your access to and use of the Licensed and Copyrighted Materials (as defined below).
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS LICENSE AGREEMENT. BY USING THE LICENSED MATERIAL, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE LICENSED MATERIAL. THIS AGREEMENT IS EFFECTIVE AS OF THE FIRST DATE THAT YOU USE THE LICENSED MATERIAL ("EFFECTIVE DATE"
IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE LICENSED MATERIAL AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TWITTER, OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL UNDER APPLICABLE LAW.
1. Okwo Labs Services
: Okwo Labs end user information and any other data and information made available to you through the Okwo Labs API and Services or by any other means authorized by Okwo Labs, and any copies and derivative works thereof.
II. End Users
: Services' customers.
III. Licensed Material
: A collective term for the licensed and copyrighted Okwo Labs API and Content.
: Your integrations, plugins and other connections that display Content or otherwise use the Licensed Material as approved by Okwo Labs through any onboarding process.
V. Okwo Labs API
: The Okwo Labs Application Programming Interface ("API"
), Software Development Kit ("SDK"
) and/or related documentation, code, data and other materials provided by Okwo Labs with the API as updated from time to time, including without limitation.
VI. Okwo Labs Services
: Products and Services provided by Okwo Labs.
: The Okwo Labs' names, trademarks and logos that Okwo Labs make available to you.
VIII. Head Represantive
: Official main represantive of Okwo Labs which represents the second side of the Agreement.
B. License from Okwo Labs
Subject to the terms and conditions to this Agreement (as a condition to the grant below), Okwo Labs hereby grants you and you accept a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license solely to:
1. Use the Okwo Labs API to integrate the Content into your Services or conduct analysis for such Content;
2. Copy a reasonable amount of and display the Content on through your Services to End Users, as permitted by this Agreement;
3. Modify Content only to format it for display on your Services;
4. Use and display Branding solely to attribute Okwo Labs as the source of the Content as set forth herein.
C. Incorporated Terms
Your use of the Licensed Material is further subject to and governed by the following terms and conditions:
1. as it relates to users using Okwo Labs' Services, the Terms of Service may be found at 0q0.eu/tos
("Terms of Service"
2. as it relates to your use and display of the Branding, the Okwo Labs' Trademark Guidelines may be found at 0q0.eu/trademarks
. You agree to the Developer Terms, which are hereby incorporated by reference. In the event of a conflict between the Developer Terms and this Agreement, this Agreement shall control. None of the Developer Terms expand or extend the license to the Okwo Labs API, Content or Branding granted in this Agreement.
2. Restrictions on Use of Licensed Materials
A. Reverse Engineering and other Limitations
You will not (and will not allow others to) attempt to:
I. Reverse engineer, decompile, disassemble or translate the Okwo Labs API or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Okwo Labs API or any portion thereof;
II. Interfere with, modify, disrupt or disable features or functionality of the Okwo Labs API including without limitation any such mechanism used to restrict or control the functionality or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Okwo Labs API;
III. Sell, rent, lease, sublicense, distribute, redistribute, publish, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party except as expressly permitted herein;
IV. Provide use of the Okwo Labs API on a rental or managed services basis or permit other individuals or entities to create links to the Okwo Labs API or "frame" or "mirror" the Okwo Labs API on any other server or internet-based device or otherwise make available to a third-party any token, key, password or other login credentials to the Okwo Labs API;
V. Use the Licensed Material for any illegal, unauthorized or other improper purposes.
B. Rate Limiting
You will not attempt to exceed or circumvent limitations on access, calls and use of the Okwo Labs Api ("Rate Limits"
) or otherwise use the Okwo Labs API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with any part of this Agreement. If you exceed or Okwo Labs reasonably believes that you have attempted to circumvent Rate Limits, controls to limit use of the Okwo Labs APIs or the terms and conditions of this Agreement, then your ability to use the Licensed Materials may be temporary suspended or permanently disabled. Okwo Labs may monitor your use of the Okwo Labs API to improve the Okwo Labs Services and to ensure your compliance with this Agreement and the Developer Terms.
C. Use of Branding
The Branding may not be included in or as part of your registered corporate name, any of your logos, or any of your service or product names. You may not create any derivative works of the Branding or use the Branding in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship or association with Okwo Labs. You will not otherwise use business names and/or logos in a manner that can mislead, confuse or deceive users of your Services. All use of the Branding and all goodwill arising out of such use will inure to Okwo Labs’ benefit. You shall not use the Branding except as expressly authorized herein without Okwo Labs’ prior consent. You will not remove or alter any proprietary notices or Branding on the Licensed Material.
D. Security Measures
You will maintain the security of the Okwo Labs API and will not make available to a third party, any token, key, password or other login credentials to the Okwo Labs API. You will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of the Okwo Labs API, including access by viruses, worms or any other harmful code or material. Additionally, you will keep Content (including where applicable, personal data) confidential and secure from unauthorized access by using industry-standard organizational and technical safeguards for such data, and with no less care than it uses in connection with securing similar data you store. You will immediately notify Okwo Labs and cooperate with investigations, assist with any required notices, and provide any information reasonably requested by Okwo Labs if you know of or suspects any breach of security or potential vulnerability related to the Licensed Material and will promptly remedy such breach or potential vulnerability resulting from Your access to the Licensed Material.
You will also notify the Okwo Team about security holes, leaks and vulnerabilities.
E. Privacy Security
If you do break any, you are liable for the harm.
F. Special Licensing / Copyright
Some Licensed Materials may have additionally specified license in their source code - usually "LICENSE"
You abide to respect their rights, when gaining access to them.
These may be:
I. Copyrighted materials which can't be copied, shared, redistributed, used and are propertiary and confidential;
II. Copyrighted materials which are available to the public, but only can be used by Okwo Labs;
III. Licensed under certain popular licenses (such as MIT).
3. Automatic Updates
You acknowledge that Okwo Labs may update or modify the Okwo Labs APIs from time to time, and at its sole discretion (in each instance, an "Update"
). You are required to implement and use the most current version of the Okwo Labs API and to make any changes to your Services that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Services access or communicate with the Okwo Labs API or display Content. Your continued access or use of the Okwo Labs APIs following an update or modification will constitute binding acceptance of the Update.
4. Ownership and Feedback
: The Licensed Material is licensed and/or copyrighted, not sold and Okwo Labs retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that Okwo Labs, its licensors and/or copyright owners and its end users retain all worldwide right, title and interest in and to the Licensed Material, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data and all proprietary rights under the laws of the Poland, any other jurisdiction or any treaty. You agree not to do anything inconsistent with such ownership, including without limitation, challenging Okwo Labs’ ownership of the Branding, challenging the validity of the licenses and/or copyright granted herein or otherwise copying or exploiting the Branding during or after the termination of this Agreement except as specifically authorized herein. If you acquire any rights in the Branding or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Okwo Labs, immediately assign such rights to Okwo Labs.
All the work you've contributed to Okwo automatically belongs to Okwo Labs and we are assigned at no expense full rights to your contribution. This includes license and copyright.
: You may provide Okwo Labs with comments concerning the Licensed Material, Okwo Labs Services or your evaluation and use thereof (collectively referred as, “Feedback”). You hereby grant Okwo Labs all rights, title and ownership of such Feedback (including all intellectual property rights therein) and Okwo Labs may use the Feedback for any and all commercial and non-commercial purposes with no obligations of any kind to you.
Okwo Labs may immediately suspend or terminate this Agreement, any rights granted herein and/or your license to the Licensed Materials at its sole discretion at any time, for any reason by providing notice to you. You may terminate this agreement at any time by ceasing your access to the Okwo Labs API and all use of all Content. Upon termination of this Agreement:
A. All licenses granted herein immediately expire and you must cease use of all Licensed Material;
B. You shall permanently delete all Licensed Material and Branding in all forms and types of media and copies thereof in your possession.
The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement.
Sections 2, 4, 5, 6 and 7 of this Agreement will survive the termination of this Agreement.
You may be given access to certain non-public information, software and specifications relating to the Licensed Material ("Confidential Information"
) which is confidential and proprietary to Okwo Labs.
You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Okwo Labs’ prior written consent by a Head Represantive.
You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
7. Additional Terms
Okwo Labs or a third party agent subject to obligations of confidentiality, shall be entitled to inspect and audit any records or activity related to your access to the Licensed Material for the purpose of verifying compliance with this Agreement. Okwo Labs may exercise its audit right at anytime upon notice. You will provide your full cooperation and assistance with such audit and provide access to all Licensed Material in your possession or control, applicable agreements and records. Without limiting the generality of the foregoing, as part of the audit, Okwo Labs may request, and you agree to provide, a written report, signed by an authorized representative, listing your then-current deployment of the Licensed Material and Content. The rights and requirements of this section will survive for one (1) year following the termination of this Agreement.
THE LICENSED MATERIAL IS PROVIDED TO YOU "AS IS", "WHERE IS", WITH ALL FAULTS AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. OKWO LABS DOES NOT WARRANT THAT THE LICENSED MATERIAL OR ANY OTHER OKWO LABS PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH LICENSED MATERIAL OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
You shall defend Okwo Labs against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold Okwo Labs harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of:
I. Your use of the Licensed Material in any manner that is inconsistent with this Agreement;
II. The performance, promotion, sale or distribution of your Services. In the event Okwo Labs seeks indemnification or defense from you under this provision, Okwo Labs will promptly notify you in writing of the claim(s) brought against Okwo Labs for which it seeks indemnification or defense.
Okwo Labs reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any third party agreement, which would, in any manner whatsoever, affect the rights of Okwo Labs, constitute an admission of fault by Okwo Labs or bind Okwo Labs in any manner, without the prior written consent of Okwo Labs. In the event Okwo Labs assumes control of the defense of such claim, Okwo Labs shall not settle any such claim requiring payment from you without your prior written approval.
D) Limitation of Liability
IN NO EVENT WILL OKWO LABS BE LIABLE TO YOU OR ANY END USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY CASE, OKWO LABS’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $25 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Okwo Labs may update or modify this Agreement, Developer Terms, and other terms and conditions, from time to time at its sole discretion by posting the changes on this site or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how your Service accesses or communicates with the Okwo Labs API. If any change is unacceptable to you, your only recourse is to cease all use of the Licensed Material. Your continued access or use of the Licensed Material will constitute binding acceptance of the such updates and modifications.
This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any modification to this Agreement must be in a writing signed by both you and Okwo Labs. You may not assign any of the rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether you are the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, except with the prior written consent of Okwo Labs. Any attempted assignment in violation of this paragraph is null and void, and Okwo Labs may terminate this Agreement. This Agreement does not create or imply any partnership, agency or joint venture. This Agreement shall be governed by and construed in accordance with English law. Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts. You agree that money damages would be an inadequate remedy for Okwo Labs in the event of a breach or threatened breach of a provision of this Agreement protecting Okwo Labs’ intellectual property or Confidential Information, and that in the event of such a breach or threat, Okwo Labs, in addition to any other remedies to which it is entitled, is entitled to such preliminary or injunctive relief and specific performance as may be appropriate. No waiver by Okwo Labs of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by Okwo Labs. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.